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Corporate Governance Statement

VITROX CORPORATION BERHAD

[649966-K]

4.

Accountability and Audit

The Board is fully aware of its responsibility to safeguard and enhance the value of shareholders in the Company. The Board

has engaged an external professional firm to carry out the internal audit function for the Group. The functions of the internal

auditors are to ensure that adequate system of internal controls exist to assist the management to manage operational,

regulatory and financial risks.

The Company, through the Audit Committee, maintains an appropriate and transparent relationship with the external auditors.

It is intended that Independent members of the Audit Committee will meet the external auditors at least twice a year to discuss

the conduct and concerns arising from their audit without the presence of the Executive Directors and management.

The Board, with the recommendations by the Audit Committee, will ensure that all quarterly announcements and annual

reports present a balanced and understandable assessment of the Group’s financial position and prospect.

The Board is also required by the Companies Act, 1965 to prepare financial statements that give a true and fair view of the state

of affairs, including the cash flows and results, of the Group and of the Company for the financial year. A statement by the

Board of its responsibilities for preparing the financial statements is set out on page 33 of this Annual Report.

5.

Relationship with Shareholders and Investors

In line with the recommendations by the MMLR and the Code, material information are disseminated to shareholders, investors

and public at large on a timely basis. These information, which could be assessed through Bursa Malaysia website at

www.bursamalaysia.com, include:

1.

Quarterly announcements

2.

Annual reports

3.

Circular to shareholders

4.

Other important announcements

The Group also maintains a website at www.vitrox.com which provides information, qualitative and quantitative, on the Group’s

operations and corporate developments.

In addition to the above, the Company’s Annual General Meeting remains the principal forum for dialogue with shareholders

and adequate time will be allocated to address issues concerning the Group during the Annual General Meeting.

This statement was made in accordance with a Board of Directors’ resolution dated 14 May 2009.